Review the agreements that create the company’s largest financial obligations or give another party control over important assets, information or operations.
Start with property leases, management agreements, substantial customer and supplier contracts, financing arrangements, shareholder agreements and powers of attorney. Include amendments, side letters and correspondence that may affect how the parties understand their obligations.
For each material agreement, establish:- whether the correct company is named as a party;
- whether the signatories’ authority is supported by the relevant documents;
- whether the agreed scope reflects the services or activities actually performed;
- which payments, deposits, guarantees and renewal commitments remain outstanding;
- whether licensing or other approval conditions have been addressed;
- which deadlines require notice or action; and
- what happens to money, documents, assets and system access when the relationship ends.
Pay particular attention to agreements signed before the company’s operating structure was settled. A lease signed personally by a shareholder, an invoice issued by another entity or a management arrangement involving several companies may require clarification of the contractual and operational responsibilities.
Review powers of attorney alongside the tasks being delegated. Identify the authorised person, permitted actions, financial limits, duration and any right to appoint someone else. Check whether earlier authorisations remain appropriate after a change of director, employee or adviser.
Where a service provider controls booking accounts, customer information, software, financial records or original documents, examine the company’s access and handover rights. Record any dependence on personal accounts or informal arrangements that could interrupt operations if the relationship ends.
The contract review should produce specific actions: obtain a missing signed copy, clarify an obligation, prepare an amendment, review an authority, address an approaching deadline or seek advice on a disputed clause.
Prioritise agreements according to the value at risk, the proximity of deadlines and the company’s dependence on the counterparty. These findings can then define the scope of any contract drafting or review work through
Agreement Factory.
For a closer look at contractual risks, see our guide to
business agreement review in Indonesia before signing or amending a material agreement.